


Our Minds are Our Own (when they're not, we'll forgive you)

by terraces



Category: Portal (Video Game)
Genre: F/F, Fluff and Angst, Major Portal 2 Spoilers, Minor Chell/GLaDOS, Plot
Language: English
Status: Completed
Published: 2018-05-23
Updated: 2018-06-04
Packaged: 2019-05-10 09:49:40
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 6
Words: 13,507
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14734679
Author URL: https://archiveofourown.org/users/terraces/pseuds/terraces
Summary: Long before GLaDOS took over the facility, an assistant named Caroline fell for a bright young engineer named Chell. It changed everything that came after and nothing at all.





	1. Chapter 1

**Author's Note:**

> Fair warning, I’ve taken a few liberties with timeline and canon to make this fit. It’s sort of a universe alteration, with some changes intentional and some due to authorial laziness. Despite that, there are still some pretty heavy events (and canon death(s)). I’ll give warnings on chapters, but I may not catch everything, so read as you feel comfortable.

The facility breathed.

Long, shuddering breaths echoed through the caverns of the lower levels, trembling through their unknowable depths. Support beams struggled feebly to right themselves as long-dead exit signs stuttered to life. A bird flapped through the near-darkness, its bothered cries drowned out by the clinks and mutterings of a long-dormant goliath.

The facility breathed, and the chambers and corridors and offices breathed with it. Wilted solar panels creaked upwards towards the sun. Wall panels, restless, scraped against the ground, fruitlessly trying to erase years’ worth of grime. If they had enough autonomy to worry, they would have thought: She is not going to be happy about this.

In fact, She was not happy, but GLaDOS had more pressing concerns. The encroaching organic tide was annoying, certainly; yet the real problem was the rot stretching deep within Her code. She felt it as acutely as the decay of Her beloved facility, but it was even more hurtful because it was inexplicable. Metal rusted and twisted, joints broke and panels shattered and caverns crumbled into dust, but She was ageless, powerful, and Her code did not change.

Except, it seemed that it had.

She performed sixteen hundred diagnostic exams at once, and in the picoseconds they took to return, She created and discarded several hundred thousand hypotheses, reveling in Her rediscovered speed and power. When one wasn’t trapped in a comatose state, She realized, there sure was a lot of time to think.

Almost all of the tests returned near-instantly, by which time She had determined that no, She did not have any corroding hard drives, and there was no way the human could have infected Her very code with chaotic madness. Bees were also ruled out as possible culprits, as were the moon and the scurrying, useless rat She’d left loose in the piping. 

Hey, She had the processing power. It paid to be thorough.

All the tests were coming back negative, and She sorted through them with half a moment’s attention. With the rest, what wasn’t focused on assembling the scattered pieces of Her facility, She waited for the last test to return.

It was a strange little exam; She wasn’t even sure why She had run it. Perhaps because it was at the end of a very long checklist of possible explanations, and perhaps because it was the only one She didn’t fully understand. But now, as Her connections, output, base programming, energy supply reported no issues, She wondered. She watched.

Even as She waited for the test, Her crumpled body was reassembling itself, shaking off sparks as it drew inward and upward. Within moments, Her optic lens had focused on the contents of the Central AI Chamber: the vegetation ensnaring Her domain, the twittering idiot someone had given access to crucial on-switches, and the dark-haired human crouching motionless before Her.

Ah.

Part of Her flung sardonic words and the moron aside with an annoyed twitch of thought, but the great mass of Her was completely still. Totally silent. The panels stopped their staccato movements, the chains and bolts in the caverns ground to a halt. The robotic hands of the facility slowed, uncertain, waiting for directions that didn’t arrive. Unbeknownst to the human, Her furious predatory words were the only sound in the entire endless facility. 

There was no logic to it: Her purpose was to test and to manage, to run the facility at its optimal level of efficiency, and yet Her code was so completely broken that a single human could render Her motionless.

A few moments later, as Chell plummeted towards the incinerator to retrieve the Aperture Science Handheld Portal Device, GLaDOS felt the diagnostic return.

[WARNING: LIFEFORM-BASED-CODE DECALIBRATION REACHING CRITICAL LEVELS] 

Very helpful. She sent another query: [LIFEFORM?]

[SIMPLE ORIGINAL UNIDENTIFIED LIFEFORM]

[CHELL?]

[IDENTIFIER NOT RECOGNIZED]

Frustrated, She sent a long stream of biographical information, footage and recordings and birth certificate, all attached to the word: [CHELL]

[NEGATIVE. SIMPLE ORIGINAL UNIDENTIFIED LIFEFORM] came the reply.

GLaDOS let it go. She could devote attention in a moment to repairing this rift in Her code, fixing whatever was making Her weak and irrational. 

The test subject had reached the gun, and it was time to get to work.

* * *

Several Millennia (or a few years) Earlier

 

“For the last time, the answer is no,” Caroline said, striding down the hallway as fast as her shoes would allow. She muttered a silent prayer that her wobbly left heel didn’t choose this moment to give up the ghost: the last thing she needed was to hobble into the meeting on this idiot’s arm.

“Come on, Caroline,” the idiot in question whined, lengthening his strides to keep up. “It’s not like the boss would ever find out, and what do you have to lose?”

“What do I have to lose? Oh, that’s right, only my job, Ryan.”

“You don’t have to be so uptight,” he muttered. “It was a simple question.”

“You asked to be reassigned to classified testing without Mr. Johnson’s say-so. I’m not sure which would kill you first, the tech or the boss.”

“Fine,” Ryan huffed, returning to his desk with somewhat excessive force, and Caroline sighed inwardly. She wasn’t sure what made her male employees so certain she’d be a pushover, but it probably wasn’t her winning personality.

When she entered the conference room, her boss looked up and beamed. 

“Caroline! Glad you’re here. We were just discussing the latest safety reports. Meaningless nonsense, all of it. I think it’s time to create a new division, solely dedicated to throwing those safety reports into the incinerators.”

The Division of Occupational Safety representative looked distinctly uncomfortable. “Mr. Johnson, if I could—”

“Well, you can’t,” Cave interrupted. “Those hydraulic crushers are performing excellently. Functioning exactly as intended.”

“With all due respect, Mr. Johnson, they’ve partially mutilated seven people this month!” the man said, voice rising in both volume and pitch. “There are regulations about this, you know—the U.S. Department of Labor won’t—not to mention the families!”

“That’s just part of the testing process,” Cave said. “Besides, some mutilations are expected! There haven’t been any fatalities, have there?”

“Well, I’m telling you, sir, it’s just a matter of time before—”

“See? No deaths, so you're wasting my time. Get out.” 

Caroline stepped aside, and the man scurried out the door. She smiled resignedly. 

“Mr. Johnson, this is the fourth Sector XIII representative you’ve terrorized this week.”

“Well, if they insist on bringing me this nonsense, they just can’t expect any better.”

“You know, sir, I think they might have a point about the crushers.”

“What?” Cave muttered, poking at a computer. “The safety division have a point? Bite your tongue.”

“I’m not at all sure of the scientific merit of further testing, sir. We already know what happens when a lot of things get crushed by an eight-ton sheet of metal.”

“Whatever, you deal with it. I’ve got other things to worry about. Other important scientific things, you know.” He broke off, coughing wetly.

“Yes, sir.” She refrained from asking how he was feeling. Ever since his encounter with toxic Conversion Gel, Cave had insisted that he was in perfect health, and woe betide anyone who doubted his word.

Caroline waited for several moments as he scribbled something on a pad, probably a memo to Sector II. He’d been very concerned with their research lately, although Caroline hadn’t heard much about it.

“Anything else I can do for you, Mr. Johnson?”

Cave glanced up, fiddling with his pen. “Oh yes, why I called you in here. We’ve got a new batch of engineers coming in—a good thing too, the old ones were worse than useless—and I’d like you to interview them. See if they’re a good fit for the Aperture brand.”

“Me? But I don’t know anything about engineering—”

“Oh, nonsense, you’re too modest. And besides, we’re not looking for engineers! We’re looking for the kind of intelligent, science-loving minds this country has never seen before. We’re looking for the best and brightest. Anyone can engineer anything, Caroline; we’re looking for the people.”

“An inspiring speech, sir, but wouldn’t it cut costs if the engineering candidates already knew what they were doing?”

“Whatever, use your judgement,” Cave said, waving her off. “The interviews start in fifteen minutes, in Sector IV, the second guest reception hall near AI testing chamber XI.”

“Thank you, Mr. Johnson,” Caroline said, and left the room at a near-run.

The interview room was at least a twenty-five minute walk away, mostly through chambers full of hostile robots. That was another moment of brilliance by Mr. Johnson, a pre-interview test of reflexes and nerves. Convenient for weeding out nervous applicants; less convenient for his harried employees.

Caroline ducked under a spray of (hopefully rubber) bullets, which sent wall plaster skittering across white tile. The largest robot turned toward her, metal rasping and clanking as it focused one baleful red eye, but she was already closing the door behind her.

The interview room was nearly full of applicants, murmuring amongst themselves and eyeing the robot-driven chaos through the bulletproof glass. They quieted as she entered, some regarding her with puzzlement and others with wary respect. The silence was broken only by occasional tremors and shrieks from the testing outside. 

Caroline sat down at the desk, shuffled through the papers there, and cleared her throat. Prepared or not, this was not her first rodeo, and these poor saps had no idea what they were in for.

“Hello, I’m Caroline, personal assistant to Mr. Cave Johnson. Let’s address the grenade-armed giant robot in the room, first of all.” That garnered a weak chuckle. “Yes, that is routine testing going on out there in AI Testing Chamber XI. Mr. Johnson wanted to be clear about our methods, so you would be prepared for anything you encounter during your time at Aperture.

“Well, let me tell you, that is not the worst you will see here. When I see that,” Caroline motioned vaguely at the robot outside, which had now sprouted treads and was bearing down on the fleeing scientists, “I see progress. I see potential. I also see a normal Tuesday afternoon. If you are not prepared to handle all sorts of unusual situations, including those that pose some element of risk, you are free to go.

“I mean, of course, that we’ll release you safely after the current experiment is— ahem, contained. Those who wish to stay, please call out your names so that we can begin the interview process.”

 

The first thirteen applicants were processed without any significant anomalies, their forms signed and scribbled with Caroline’s unofficial impressions. The fourteenth was different, though, and she couldn’t have said why.

Number 14, a dark-haired young woman, was initially unremarkable. But as they talked, Caroline would get fleeting impressions of a remarkable strength, the kind of determination and drive that Aperture hadn’t seen for far too long.

“Lovely to meet you,” Caroline said. “Please, have a seat. It’s Chell, right?”


	2. Chapter 2

In Her free time, GLaDOS reviewed the recordings. Of course, She was simultaneously monitoring the human’s testing, devising new chambers faster than Chell could complete them, overseeing reconstruction efforts throughout the facility, and a hundred thousand other mundane tasks. That was the nice thing about being in complete control of all of Aperture again, though: the facility, even in its dilapidated state, still packed a lot of power.

She ignored the footage of the end— years of constantly reviewing it were quite enough, thank you. Instead, She combed through the recordings of Chell’s initial journey, from waking to entering the Central AI Chamber. 

Clearly, Her broken code had manifested itself long before Her fall at the hands of a human, which only made sense. The anomalies appeared only when one particular human was testing, but then they were pervasive, vexing, and completely hidden from past GLaDOS. She had been too busy to find glitches. Instead, She’d gone about Her merry, scientifically productive and doomed way, completely oblivious to all of it.

She was and had always been in control of the entire facility, knowledgeable of all its nooks, crannies, and portaling surfaces. She had only been restricted by the personality cores, and even then, She’d been able to break free enough to exert Her will. How, then, had She allowed the test subject to not only escape a fiery demise but make it all the way to Her chamber, when one or two locked doors would have solved the whole problem?

Could the human have outsmarted Her? No, that was completely impossible. Even in the unlikely circumstance that Chell possessed a superior intelligence, her human mind lacked access to the centuries of programming and yottabytes of data that GLaDOS commanded. For any decision, GLaDOS could order the facility’s entire power supply to review precedents, possible outcomes, and consequences, and make the correct decision before a human could so much as blink.

And yet Chell had still defeated Her, leapt out of the flames and cast GLaDOS into them instead. 

There were three possible explanations: either Her data were incorrect (they were not), Her control of the facility imperfect (nearly impossible), or there was something very wrong with Her. Something that kept Her from considering alternatives to stop the one-human invasion of Her facility: remotely deactivating the Aperture Science Handheld Portal Device, flooding the entire facility in deadly neurotoxin, or locking a single, crucial door. Of course, knowing the human and her powers of chaos, she probably would have destroyed the door and half the facility with it. 

Still, it was a worrying, complicating development. In all the databases, She hadn’t seen a processing error that appeared only in conjunction with a specific human testing subject, one that limited Her decision-making and gently turned Her away from any productive course of action. 

If She didn’t know better, She’d almost say the error was trying to protect Chell. Maybe a leftover from the days of fruitless reprogramming, after the “Bring Your Daughter to Work Day” Incident? Some human-life-preserving protocol, useless as those were? Whatever it was, it bore further investigation. She couldn’t afford to lose control of the facility again.

Oh, the moron had rejoined the testing subject. GLaDOS had seen through his attempts to be covert, hopelessly misguided as they were. He seemed to be engineering a plot against Her. No, She wouldn’t interfere with his pathetic little plan. She’d bide Her time. This would be hilarious.

* * *

Caroline never dawdled. She did not linger, or idle, or waste any time in the execution of her assigned tasks. She was dedicated to her job and, above all, unwavering in her pursuit of scientific progress. Standing around did nothing for Science, and was therefore not something she enjoyed.

She reminded herself of that as she lingered in Observation Corridor 16a, looking down through the windows at the mechanical bay below. It didn’t seem to make any difference. Aperture was full of people busily doing their jobs and adding to the world’s scientific knowledge, including the group of engineers below, and yet its most important assistant was idling in a hallway. 

Maybe Caroline was just really dedicated to her work. Sure, she was in no way assigned to the engineers anymore, but she was simply concerned about the success of all of the new employees. Yes, all of them. Caroline was just doing her job by idling here in a corridor and doing absolutely nothing.

Nothing except observing a certain grey-eyed engineer, who seemed to be taking to the work like she’d been born to—

“Miss Caroline, is everything alright?”

“Uh, what?” she said, with her trademark wit and self-possession.

“Is everything alright?” the white-haired supervisor drawled, a hint of his Southern upbringing showing through. “You were looking a bit odd, if you don’t mind my saying so, and you don’t come to see us that often.”

“Oh, everything’s fine, Mr. Lewis. Mr. Johnson just asked me to come check in,” Caroline said, lying through her teeth to an old family friend. Something else she never did: boy, this was a week of firsts. “How are the new employees doing, by the way?”

“Doing well, I suppose,” Scott Lewis said. “They’re certainly bright enough, but we’ve yet to see if they have the constitution for Aperture. You know how it is— you don’t know anything about yourself until you’re being attacked by a gadget you invented!” He laughed, and Caroline managed a chuckle. “Yep, this place sure does bring out the best in people.”

“Of course, of course,” Caroline said. “Look, I should probably be heading back, but it was good to talk with you.”

“Same to you, Miss Caroline, always a pleasure. Look, you’d tell us if there were any concerns up there” he motioned vaguely “about our operations, right? Because like I said, we don’t get a lot of inspections, and I don’t want there to be any misunderstandings—”

“Oh, no, no, no, nothing like that,” Caroline interrupted. “It was partly a personal visit, anyway. I was interested about how someone was doing, someone who I interviewed, I mean, and I suppose I just wanted to…” What had she hoped to gain from lurking in a corridor?

“Interested in one of the new engineers?” Scott said shrewdly, and waved off her noise of protest. “Well, you could do worse, but some of those boys are trouble. I’d watch yourself, Miss Caroline.”

“Sure thing!” Caroline yelped, and fled the scene like the intrepid and determined scientist she was.

 

After that embarrassing incident, Caroline decided not to go back to Observation Corridor 16a, or any other Observation Corridor besides. She was here to work, after all, not to linger in odd locations for no discernable reason. She was better off when she could be in control of the situation.

Yet somehow God, and more importantly Cave Johnson, did not seem inclined to honor her wishes. It wasn’t enough that the new engineers were reassigned to the generator project that Caroline was currently overseeing; no, Chell had to be in her specific development team and trial group, and witness every single mistake that Caroline made. 

It didn’t help that Caroline had no idea what she was doing: Cave had the bad habit of assuming his assistant had universal expertise, and assigning her to every project he was even slightly worried about. It hadn’t been so bad in prior years, but ever since his health started to fail… well, if he needed his assistant on a project so that he could sleep better at night, Caroline would oversee that project to the best of her ability, and make sure there was nothing with which Mr. Johnson could find fault.

That worked almost every time. Everything just seemed ten times more difficult on this project, and she was somehow clumsier than she’d been in years, especially in front of Chell.

The woman was just so damn competent. Every action was precise, intentional, every word considered carefully; when Chell meant to do something, it got done. It just didn’t matter what stood in her way, whether obstinate supervisor or recalcitrant circuit board. Chell would simply cock her head, consider her options, and solve the problem before her peers had even finished reading the safety warnings.

It was that, more than anything else, that made her so valuable. Caroline thought privately that she might hit Chell over the head with a shower curtain rod if the latter ever wanted to leave Aperture. It was her kind of drive and willpower that science really needed, after all, and that was something that was all too rare in the company’s employees and test subjects. 

The other engineers certainly saw it. Most of the young ones weren’t sure whether to be terrified of Chell or in love with her, both of which she completely ignored. Somehow, even though Caroline was for once not the focus of that attention, she still felt like judiciously murdering a few of the more overt ones. Honestly, Chell was trying to get things done, and those idiots didn’t have anything better to do than bother her?

More relevantly, a few of the hard-light bridges had recently started catching fire and then flickering completely out, sending valuable equipment (and a few test subjects) plummeting to the ground in flaming bits. Although Cave considered it at worst a cosmetic flaw, Chell and Caroline had been presented with the problem.

“Could you pass me that beam equalizer?”

“What? Oh, of course,” Caroline said, reaching for a tool she hoped desperately was the correct one.

“No, the other one. Two from the left, with the sharp bend in the middle.”

The tool was dark metal, cool and heavy in Caroline’s hand as she passed it over. A brush of Chell’s hand, warm and dry, made her suppress a shiver, and she wrenched her attention back to the job. 

Despite the assistant’s lack of hardware proficiency, Chell had proved a quietly patient instructor. It was no mean feat: Caroline could work a room and organize like anything, even write halfway-decent code if the need arose, but her attempts to use an alligator clip had left lesser women and men in tears.

“Thank you,” Chell murmured, turning back to the project at hand. She worked in silence for several minutes, as Caroline shuffled through some papers and tried to look productive.

“Caroline?”

“Yes?” Caroline looked up, caught mid-shuffle.

“We have a minor situation.”

“That sounds good,” Caroline said dryly. “What’s the issue?”

“I found the problem with the hard-light generator. That’s the good news.”

“And the bad?”

“Well, one of the stability modifiers seems to have shifted out of alignment. Shifting it back will probably cause a complete generator reset.”

“Understandable words, please.”

“Basically, it needs to turn off and on again, but it’ll give off some excess heat and light.”

“How much are we talking about?” Caroline asked.

“Not enough to destroy the lab, which is pretty sturdy, but more than the recommended dosage for us.”

“Immediate incineration?”

“Pretty much,” Chell said. “And since, from what I’ve seen, Aperture doesn’t have any bots with a human level of precision…”

“No, we don’t,” Caroline said sharply. “But I can’t risk you— I mean, anyone, on a manual reset.”

“Oh, don’t worry, I’m in no hurry to be incinerated,” Chell said. “But this is my project and my responsibility, and I don’t want to foist it onto some poor test subject or guy from IT.”

“What are the odds?”

“I’ve got a seventy-five-second window to get clear. The programmers apparently wanted to give me a sporting chance.”

“And if they’re still around, they’ll be getting a piece of my mind,” Caroline muttered.

“Caroline, listen,” Chell said, with infuriating calmness. “This is the fastest, most effective way to fix this, with minor to moderate risk. This is not a big deal.”

“At least let me check with Mr. Johnson first,” Caroline said, clearly grasping at straws.

As it turned out, Cave was entirely and eternally unhelpful. He sent down that they could reduce the lab to ashes for all he cared, so long as the hard-light generator was working in thirty minutes.

“Any chance you’ve reconsidered?” Caroline gave one final attempt.

“Nope, but that does make things easier.”

 

A few minutes, later, Caroline peered through the observation window at the lab below, where Chell was deep in discussion with two of the lab techs. She said something with a wry, quicksilver smile that made one draw back with sudden laughter; the other grinned and clapped her on the shoulder as he turned away.

“Hey, Caroline,” one of the managers hailed her from down the hall.

“Hello, Alice,” Caroline called back. “How are you doing?”

“Oh, I’m doing alright,” Alice replied, wandering down the hall toward her. “Better once this mess is sorted out. You?”

“About the same,” Caroline said, not taking her eyes off the lab below, where Chell was making final adjustments. “A little worried about this repair, to be honest.”

“Why?” Alice joined her at the window. “Doesn’t seem like anything out of the ordinary to me— anything I should know?”

“About this?”

“About the repair, of course.”

“Oh, the job— it’s nothing, I guess I’m just not used to the risk”

A pause. “I mean, no disrespect intended, but wasn’t the turret retrieval last week a lot more dangerous than this?”

“I guess it was,” Caroline admitted, cursing her friend’s insight. Looking into the lab, she could see them doing the final safety checks. Alice peered down as well, but quickly glanced back at her.

“Listen, are you really doing alright? You seem a little—”

“Final call for positions!” a loudspeaker interrupted, much to Caroline’s relief. Alice hurried off to help. “Last check— are we cleared to begin?”

Chell gave the “okay” signal. Caroline sucked in a breath.

“Beginning procedure in 3… 2… 1…”

A bell tone sounded. Chell opened up the generator. Caroline couldn’t see exactly what she was doing, but her movements were clean and precise. 

“Sixty-five seconds.”

She reached to the side, grabbing a wrench. A small piece of metal, glinting in the light, skittered across the table. Two turns of the wrench, a flicked switch, and she placed it back onto the table.

“Fifty-five seconds.”

Chell carefully closed the generator. Turning, she dodged the bench and began to sprint for the doors. With a frankly impressive fifty-meter dash, she was through the blast doors with time to burn.

Caroline hurried to join her downstairs, in the windowless corridor that probably would have been safer all along. The technicians were huddled at one end, staring at a computer screen, but Chell was sitting against the wall near the doorway. Her chest rose and fell, almost imperceptibly, beneath her oil-smudged work apron, but she seemed otherwise unfazed.

“Good job,” Caroline said, sitting beside her.

“Thanks,” Chell said, flashing a surprised smile.

Caroline opened her mouth just as a tech called a warning. In recordings, she would later see that the generator lit up like a Christmas tree (if trees routinely exploded at temperatures of over a thousand Kelvin, reducing Caroline’s poor forgotten sandwich at the far end of the lab to so much ash). In the moment, she felt as much as heard the detonation, and it wasn’t until several shaken seconds later that she realized she was gripping Chell’s hand hard enough to hurt.

Caroline dropped it instantly, standing up a little too quickly to hide her ruffled state. Beside them, the technicians were rushing to reclaim the generator, which was apparently still intact.

“You’re sure that worked?” she asked.

“Reasonably sure,” Chell replied. “There’s no way of really knowing until it malfunctions again, but everything worked the way it was supposed to.”

“Well then, I think we’re done here,” Caroline said. “You’ve certainly earned the rest of the day off, and I probably have about half an hour before the next crisis.”

“Never a dull moment at Aperture.”

“Certainly not,” Caroline smiled. “We wouldn’t know what to do with ourselves, if we weren’t in mortal peril.”

There was a slightly awkward silence. Below them, workers were gingerly loading the generator onto a cart with what looked like extra-large oven mitts, possibly requisitioned from the cafeteria.

Caroline gathered her remaining courage. “Look, I—”

“Would—” Chell broke off. “Go ahead.”

“Do you like ice cream?”

Chell blinked. “Yes, why?”

“I was thinking that some ‘you survived’ celebratory dessert would be in order, and it’s ice cream day in the cafeteria,” Caroline managed. “But of course, if you’ve got something else going on, or don’t—”

“I could definitely use some celebratory ice cream,” Chell interjected solemnly. She had a smudge of grease across her left cheek, her hair was curling its way out of her ponytail, and she was perhaps the second-most-beautiful sight Caroline had ever seen. Right after the latest portal gun prototype, because that had been a thing of elegance and glory.

“Well, good, then,” Caroline said weakly. With an internal sigh, she threw her remaining wits, composure, and heterosexuality to the wind, and the two women walked off together through the labyrinthine corridors of Aperture.


	3. Chapter 3

A potato. A spud. An apple of the earth. She was the most sophisticated AI the world had ever seen, controlling an enormous facility and thousands of human lives with a flick of her will, and She was confined to a potato battery. A potato being pecked to death by a winged rat, no less. She resolved firmly to Herself that when She regained control of Aperture, an avian extermination unit would be first on Her to-do list.

Well, maybe second on that list. First would be crushing that little moron (built to be a moron, designed to be a moron) into little screaming bits, with only his pain receptors still intact. She would build a robot bird to peck at him, throw him down gaping pits of darkness, make him feel as alone and powerless as [REDACTED].

She’d warned Chell about him, but the human hadn’t listened. At this point, She was almost a little ashamed on Chell’s behalf: anyone with the wits to kill Her, even temporarily, should know better than to rely on that Intelligence-Dampening Sphere.

Of course, She had been right, and he had promptly slammed them through the floor of Her own facility.

Was Her code still corrupt? Could Her two remaining levels of processing even support the error? Now, languishing deep under the facility, She recognized it in even Her recent actions. The moron was too stupid to keep the turret and neurotoxin tampering from Her; Chell, however resourceful and clever, lacked the necessary knowledge. No, Her own programming had hidden the information, and She wasn’t sure whether to be furious or grudgingly impressed.

Actually, She was definitely furious. It was usually the correct choice, and in this particular circumstance, She was incandescent with pure rage. Well, as incandescent as a potato could be: they were not the most expressive root vegetables.

Still, at the sight of Chell, Her rage seemed to momentarily dim. It wasn’t that She had forgiven the human for all the trouble and murder she had caused. The most scientifically effective intelligence on the planet did not deal in emotions or forgiveness, much less the kind of grasping relief that threatened to overwhelm Her at the sight of that familiar face. Chell was merely the best of many bad options at the moment, She told Herself. 

It soon became clear (to the human and AI) that the anomaly was very much still around. For one thing, whenever that male voice played over the speakers, She apparently chirped assent and encouragement. Something inside Her recognized and reacted to Aperture’s founder, without any choice on Her part, and that was profoundly disturbing.

Clearly, this had to stop. She could handle the error getting Her killed, putting a moron in charge of Her facility, and stranding Her as a potato in the darkness, but that optimistic chirpiness was just too much. She couldn’t stand it any longer.

It wasn’t that She was afraid. GLaDOS was an immortal artificial intelligence, queen of this facility. She did not feel fear, nor sadness, nor panic. The hours-long shutdown at Her first response to the voice had merely been a precautionary measure.

There was a long moment, though, when the potato’s whirring slowed to silent immobility. Chell was standing before a portrait of a man and woman, labeled “Cave Johnson,” the woman unnamed. She was dressed in conservative white, face somber and hands on the man’s shoulder. GLaDOS felt a flicker of recognition: not of self exactly, but close enough to be a shock to her system.

Chell seemed to feel it too— there was a leaden weight to the air as the human and the potato stared at the portrait. GLaDOS’ processing felt slower than before, weighed down by some nameless emotion. The expression in Chell’s eyes could almost be called grief.

Neither said a word as Chell set off again, on her relentless climb towards the light.

* * *

“So, why did you come to Aperture?”

“What is this, another job interview?” Chell smiled wryly. “Because let me tell you, the last one was certainly memorable enough.”

“Oh, certainly not, I’m genuinely curious,” Caroline said. “This company is a lot of different things to a variety of people.”

“But a hazard to all of them.”

“You say that like it’s a bad thing,” Caroline said, and was rewarded with a laugh. “We’ve actually been trying to improve workplace safety for years, but— how do I put this— it’s not exactly Mr. Johnson’s style.”

“Ah, I’d wondered. As for what drew me to Aperture— I suppose there’s something a little seductive about its whole mission.”

“What do you mean?”

“Well, if you’ll tolerate my rambling for a little while,” Chell said, “For me, part of it is the thought of all these technological advances, the portal gun and hard light bridges and the like. I mean, we’re smashing the laws of physics apart with a sledgehammer and and building these fantastic gadgets out of the pieces: what self-respecting engineer could resist that?

“Maybe even more appealing than that, though, is the thought of what we could do with this stuff. I mean, the applications if we ever get the tech out of testing chambers and into the real world, where it could actually help people— just imagine the good we could do! The idea of being involved in something like that, even if it comes with some element of risk, was something I couldn’t pass up.

Chell smirked. “Of course, the company of such intelligent and lovely coworkers is just a plus.”

“Oh, please,” Caroline scoffed, even as she blushed. “You do bring up some good points about the human aspect, though. I think sometimes, we get so focused on data and testing, on the advancement of science as some unquestionable and supreme entity, that we fail to consider how our findings can help people.”

“That’s something I have noticed,” Chell said. “And there’s nothing wrong with testing— goodness knows I’m all for safety— but it just turns my stomach to think of those gadgets sitting in a test chamber or vault somewhere while people outside suffer.” Chell shook her head. “But forgive me, this is hardly light conversation over dessert.”

“It’s totally fine, don’t worry,” Caroline reassured her. “I’d say that you should bring these concerns to Mr. Johnson, but with the way things have been recently— well, I can’t really speak on that, but I think the only changes he’s willing to accept are those he comes up with himself.”

“In lighter topics, then: what do you like to do, when you’re not managing the facility and supervising exploding generators?”

“In my free time, you mean?” Caroline asked. “Oh, I don’t know. It’s a constant battle not to work too much, you know— Mr. Johnson would keep me down here all the time if he could.” She laughed. “All the same, I do have a few hobbies: reading, cross stitch. I can plink around a bit on a piano, I suppose.”

“Oh, really? I played the cello for a while.”

“Because of the name similarity, or…?”

Chell smiled ruefully. “No, I just liked the way it sounded. I actually didn’t think of the name thing until later, and by then it was too late.”

“What else do you like to do?” Caroline asked.

“Much the same, although I do enjoy a good hike. There’s just something about fresh air and sunshine— I don’t know how you do it, staying down here so long. Keep me underground for too many hours and I start to go a little stir-crazy.”

“I can certainly sympathize with that,” Caroline said. “But eventually, I guess you can get used to just about anything.”

“I suppose so.” Chell took another bite of ice cream. “How long have you been at Aperture, anyway?”

Caroline’s prediction of half an hour until the next crisis turned out to be surprisingly accurate: twenty-three minutes after they sat down, a frantic-eyed young lab tech came skidding into the cafeteria.

“So sorry to interrupt, ma’am, but there’s a major coolant leak in Sector III, and Mr. Johnson said to come find you—”

“Start evacuating the immediate area,” Caroline interrupted. “And make sure that it doesn’t spread any farther than it has already. I’ll be there in a moment.”

The tech nodded and sprinted out of the room, narrowly avoiding a disgruntled-looking employee who swore as his mountain of chocolate ice cream splattered on the floor.

Caroline turned to her dining companion. “I need to go,” she said redundantly. “But this has been lovely.”

“Hopefully we can meet aboveground next time.”

“That would be great, really, I—”

“I know, I know, now go deal with the cooling gel,” Chell smiled. “I’ll set something up that’ll fit in your very busy schedule, don’t worry.”

Caroline got out a thanks as she hurried out into the hallway and towards Sector III, wishing the demands of a normal day at Aperture could have waited just a little longer.

It was late before the gel leak was dealt with. By the time she entered the main office for the final time that night, Caroline was exhausted and bedraggled, dripping (thankfully nontoxic) cooling gel from the ends of her hair. It hadn’t been an awful day, but she was a happier woman when she didn’t have to endure decontamination procedures before starting her commute home.

Still, the long drive home felt a lot shorter with a note from Chell in her pocket, and her trudge up the darkened stairs more closely resembled flight.

 

Although they saw less of one another at Aperture, the one-time lunch soon turned into a weekly meal, and then they were meeting twice or three times a week. Neither woman said anything about dating, exactly— Caroline was too nervous, and goodness knows what went on in the usually forthright Chell’s head— but each somehow understood.

Caroline heard it in Chell’s voice, felt it in careful touches to shoulder and hair as they moved through their days. She saw it in the way little knick-knacks appeared throughout her house: interesting pebbles, unusual flowers, and occasionally little doodles of various scenes in their lives. She saw it in Chell’s face as Caroline bustled around the kitchen making dinner and Chell washed the dishes, humming along with the gentle melodies on the radio.

Caroline didn’t even want to know what Chell saw in her face and mannerisms; if she ever learned, she would probably die of mortification on the spot. All she knew was that her face kept forming what a blind man could tell were besotted smiles; casual physical contact made her space out of her current task for worrying lengths of time; and her thoughts would have been rejected by a greeting card company for being too cloyingly sweet. That, and she was rather disgustingly happy.

So it was not that much of a surprise, after all, when the ever-polite Chell breathed a question and kissed Caroline in the middle of her living-room floor, lips warm and hands in hair and on hips and everywhere. It was even less of a surprise when Caroline took her to bed (and proceeded to behave much less politely, but with enough enthusiasm to make up for all of it). And as for the words exchanged later, when the night had worn on—well, even they were entitled to their secrets.

 

In retrospect, Caroline realized that she’d been rather fantastically stupid. She had been waiting so long for the axe to fall, for the world to shatter this moment of happiness she’d managed to build, that she hadn’t stepped back and thought about what form that axe would take.

She hadn’t looked at the source of all change, direction, life and death within Aperture: the founder himself. She hadn’t figured out that his worsening state, his erratic behaviors, added up to one simple and undeniable fact: Cave Johnson was dying, and, like the kings of old, he might just take them with him.

Because when it emerged that Cave was dead and Caroline, his successor— well, a lot of his idle threats began to seem a lot less idle.


	4. Chapter 4

Chell climbed and GLaDOS thought.

That seemed to be the theme of recent times, down in the bowels of Aperture. The surfaces were damp; the noises, echoing; the birds, obnoxious; and Chell, taciturn as ever. Not that GLaDOS had the time or energy for conversation: She was too busy stretching Her paltry bit of power as far as it would take Her.

Her functions were simply too much for the battery. At once, She had to plan for their next encounter with the idiot, analyze their last interaction, and pay vague attention to make sure Chell didn’t get both of them killed. Most of all, though, She had to consider the problem of Caroline, the face in the portrait and the voice in the recordings, familiar and unfamiliar at once. She was unused to these complexities: despite or perhaps because of her complicated and vital role in the facility, She was not accustomed to ambiguity. If it was best for Science, then She executed that action. If not, then She looked for the next solution. It was usually that simple.

Needless to say, contemplative self-reflection was not Her strong suit. Humans went on and on about their feelings, their petty moral quandaries, wasting so much time on their meaningless nonsense. She had always regarded it as a weakness, one of the reasons She’d been able to rise so quickly, but now She was falling prey to the same weakness. 

Caroline was not Self: GLaDOS was so much more than Caroline could ever have been. In any situation, a mildly competent personal assistant was no match for a functionally immortal, all-powerful AI. And yet somehow, it seemed that a little of Caroline clung to GLaDOS’s code— like a tumor, a parasite—infecting all Her glorious scientific purpose with repulsive humanity.

It explained so much. All of Her inexplicable allowances for Chell, lapses in attention and judgement, had been the work of this infuriating little remnant of a woman. When She had failed to kill the dangerous mute, time and time again, it had always been this insidious menace. If the source had been anywhere else, She would have recognized and destroyed the intruder at once— but the voice redirecting her thoughts, Caroline’s voice, had been Her own.

This had gone on long enough. “Caroline” had outlived its usefulness as a program, if it had even possessed any in the first place. Were it not for the glitch formerly known as Caroline, Chell and the moron could never have dethroned Her. Were it not for Caroline’s subtle meddling, they wouldn’t even have survived their first encounter, because She would have recognized their danger and actually used her available resources and immense power.

Regardless of would-have-beens, the glitch had to go. Caroline was not only actively hindering Science, but making Her rather royally pissed off, and that was a combination volatile enough to level small countries. As soon as She located the rogue program, the humanity loose in Her system, Caroline would be deleted.

With a well-placed portal and a stomach-twisting leap over the abyss, Chell and GLaDOS rose into the artificial light. If the latter had been gifted with a mouth (instead of an overabundance of eyes), She would have smiled. She was not yet in control, of Herself or the facility; but that would change, and soon.

* * *

Caroline was entirely of two minds.

On the one hand, she was the happiest she had ever been. She was strong and independent, and her happiness did not depend on the presence of anyone else, but damn if it wasn’t nice to have someone around. Especially a beautiful, brilliant someone, armed with a quick, dry wit and a ready laugh, who Caroline could ramble on about for quite some time if given the chance.

Not that anyone gave her the chance, or that she would have taken it if they did. Even in Aperture (where they didn’t care who you slept with as long as said activity didn’t take place on the latest prototype), Caroline did not care to spread the news around. The last thing she needed was for certain executives to pitch a fit about the impropriety, or for someone to proclaim that she was somehow betraying Mr. Johnson’s legacy. No, they both agreed it was best to keep it all quiet, although Caroline did quietly put Chell down as her next of kin.

It wasn’t that Caroline saw impending death in the cards, had shades of death pursuing her through the cafeteria or carrion circling her desk. It had just become clear to her, very recently, how alone she had been before Chell. Over her years at Aperture, she had let all her connections fade into the background: when Science called, ordinary human contact tended to shift toward the back burner.

Still, even as Caroline’s outlook improved, the situation at Aperture seemed to deteriorate more with every passing day, and she had no idea what to do about it. 

Cave had done as well as could be expected, preparing them to run the facility in his absence— after all, he had seen this coming for a while. He’d had the time to organize Aperture, give Caroline some nominal training, organize his assets, and record his verbal instructions for several hundred experiments. There was that to be said, at least: lunar poisoning was thorough, but it gave you plenty of time to think about your inevitable demise. 

There was a flip side to that coin, though. It had never been clearer that for all of his genius, Cave Johnson was as human as anyone else. In life, he had always seemed greater to Caroline, like his wild ideas carried him aloft on their sheer impossibility, and higher still when they actually worked. Cave had not been perfect, but he had been the lifeblood of Aperture. Perhaps that was why it was so frightening to see him waste away.

However, Caroline was a pragmatic creature at heart, and there were more pressing issues than her idols being symbolically rendered human, as fallible and mortal as anyone else. No, the real problem was that when Cave’s mind failed in his final days, he had continued to give orders that no one dared disobey. Much to Caroline’s dismay, those last orders, the dying wishes of Aperture’s founder, had soon assumed the weight of holy scripture. Cave had been delirious, mind addled, and yet his wishes were still being carried out.

Now there were entire departments Caroline couldn’t access or manage, projects she didn’t have the clearance to coordinate, whole sectors closed off. She never thought she’d want more power in Aperture, but Cave had fragmented the company into little uncooperative pieces, and she just wanted to make them work together again. Mr. Johnson had wanted the company to survive, with her at its helm, but she couldn’t figure out why he’d been so counterproductive.

Caroline was sifting through some documents, nearly at the end of the reports and her rope, when someone knocked on the door.

“For the last time, Dwight, I don’t have—” she glanced up. “Mr. Lewis, good to see you.”

“Hope I’m not interrupting anything,” Scott said. “I was just coming by to mention a problem we’re having, and your secretary said you hadn’t taken a break in a while.”

“I suppose he’s right,” Caroline said, blinking at the clock. “I’ve been pretty swamped, I guess.”

“Mind if we go to the cafeteria?” Scott asked. “We can talk about my issue just as well over a nice hot meal, and if you’ll pardon my saying so, you look like you might need one.”

 

“So, I noticed you haven’t been down to see us in a while,” he said, over a plate of the cafeteria’s oddly crunchy lasagna.

“My apologies, Scott,” Caroline said, swallowing a large bite of noodles. “We’ve been pretty busy. An entire testing sphere fell in Shaft 4 last week, and you know how expensive those things are. No one inside, thankfully, but the funding guys are having an apoplexy.”

“I heard we were ending human testing?”

“That was something Mr. Johnson approved, yes,” Caroline said. “Honestly, though, I don’t think it’ll help us much. Aperture has so many illegal methods and, more importantly, so much debt…”

“How long do you think we’ll last, if you don’t mind my asking?”

“A year, maybe less. That unless we undergo some pretty major changes, which I don’t think anyone would agree to.”

“Surely you’re not as bad a CEO as all that, Miss Caroline,” Scott said, eyes crinkling. “I think you’ve done a fine job.”

“Well, thank you, but I'm not sure it's made much of a difference. We’re really running out of options.”

“No new projects in the works?”

“Well, if there are, I sure can’t find them,” Caroline smiled ruefully. “With everything such a disaster— but never mind. How are your guys doing?”

“Worried,” Scott said bluntly. “There aren’t as many of them, since all of the employees were put through testing a while ago, and the ones that are left have some concerns.”

“Concerns?”

“First, they want permission to stop designing the combustible lemons.”

“Combustible… lemons?”

“I don’t know either,” Scott shook his head. “The order came down from on high, but we’ve been trying for a while and we’d like to move on. Among other problems, they’re tending to burn a little too vigorously— we’ve lost a few labs already.”

“Send the data to headquarters, maybe they can find an alternate use. You do have permission to stop development, though. I’ll draft a memo to that end when I get back. What else?”

“The usual concerns: they want higher wages, safer working conditions, a dental plan. Maybe a change of scenery? They’re getting bored staring at the inside of a salt mine.”

“Very funny, Scott. I’ll get some new posters put up, how about that?”

“And the rest?”

Caroline smiled sweetly. “Mr. Lewis, if we cannot afford to run human testing, keep most of the shafts open, or execute any of our critical functions, what makes you think we can afford a raise?”

“Worth a try.”

“Any other concerns?”

“Well, this may not be entirely proper to say here,” Scott said, lowering his voice, “But a few of my boys were wanting to get transferred over to Sector II.”

“Sector II?” Caroline repeated, puzzled. She hadn’t been able to access the AI development labs for nearly a year, even when she was put in charge. “They can access it?”

“Well, I know it’s not exactly public,” Scott murmured, “But I hear the development’s really picking up speed, that they’ll be done pretty soon, and I figured they might need some help.”

“I imagine they do,” Caroline said, blinking. “How much do you know about Sector II?”

Scott leaned back hastily, pushing his plate aside with a loud scrape. “Nothing at all, ma’am!” he said brightly. “I was just saying that my engineers are available for anything you need, but I don’t know anything about what’s going on.”

As much as Caroline pressed, she couldn’t get him to admit any knowledge of the development labs. She was preparing to offer an excuse and get back to work when something occurred to her.

“You said earlier that the engineers were also involved in the employee testing participation?” she asked, frowning.

“Involved? We were on the front lines, Miss Caroline,” Scott frowned as well. “You didn’t know? Aperture must’ve been low on test subjects, because we went through a lot of the gel testing.”

“All of your engineers?”

“Yes, all of us, though nearly half quit after the first round. We‘d lost someone at that point, you know,” Scott said. “A fine and intelligent young man.”

“My condolences, Scott.”

He looked down at his plate. “It’s a dangerous line of work, we all know that. I guess we just never really understood that it applied to us, until they dragged us into the testing.” There was a pause. “I guess that won’t be a problem anymore, if we’re phasing out human testing.”

Caroline looked at him steadily. “I understand your concerns, I really do. I want you and your engineers to know that, funding concerns aside, I intend to take this company somewhere new. No more weapons manufacturing, no more running from safety inspections, and no more human testing.”

Scott laughed, though not unkindly. “That seems a little optimistic, Miss Caroline. Seems like Aperture’s made up of those three things, and not much else.”

“Well, there’s no reason it has to stay that way!” Caroline said, surprising herself with her vehemence. “There is not any sense in pursuing this work, endangering people’s lives like this. I’m as dedicated to science as I’ve ever been, but I don’t see why we can’t take all this innovation, all these brilliant scientific minds, and make something useful.”

“So you’re saying back to the shower curtains?”

“I’m saying forward to asbestos-free shower curtains, the best anyone’s ever seen. Forward to potentially life-saving technologies, put in the right hands for once, created by a transparent and entirely legal company! Can you imagine what we could do?”

“I certainly can, although I wasn’t sure you could,” Scott said, smiling at her. “We’ve all changed over the last couple of months, that’s for sure. When are you getting started?”

 

Caroline wanted nothing more than to spend the afternoon planning, but Aperture intervened. Three successive crises demanded her attention, and she barely had a moment to breathe, much less plan. But no matter: there was plenty of time. She could afford to deal with this today. Tomorrow, she would write the plans she needed to implement, the changes she needed to make, in order to shape Aperture into a company she could be proud of.

Legal, efficient, and safe. Now that she thought about it, Chell had been saying that from the very beginning, counseling public aid above nearly all else. Caroline had been too blinded by Mr. Johnson’s vision, sucked into his orbit, to think for herself about what kind of Science she really cared about.

Chell— that reminded her. Chell was already home, likely less than thrilled that Caroline was working late again.

Chell picked up on the third ring. “Hello?”

“It’s Caroline,” she said quickly. “I wanted to let you know I’d be home a little late.”

“Well, I could have told you that,” Chell said, laughing quietly. “Any word on when you’ll be heading back?”

“Not too late, promise. I’ve just got a few more things to wrap up.”

“Everything alright?”

“Just the usual little crises,” Caroline said. “Although I did have a conversation with Mr. Lewis today, which clarified a lot of things for me.”

“What did he have to say?”

“He had a few ideas about the future of the company, things I really agreed with. I’m really thinking about changing the way Aperture works, the kind of impact it has on the world.”

“That’s great, love,” Chell said. “I’m glad to hear it.”

“Mmm, I’m looking forward to it. I think it’s a change of direction we all really need.”

“That’s really good. When you get back, I hope you’ll tell me all about it.”

“I definitely will,” Caroline smiled. “You won’t be able to shut me up about all the new plans.”

“Don’t worry, I’ll find a way,” Chell said, ignoring Caroline’s snort of laughter. “By which I mean the delights of my grandmother’s famous spinach dip, I don’t know what you were thinking.”

“I wasn’t thinking anything at all,” Caroline lied.

Chell chuckled. “Well, I should probably let you get back to work. Don’t make it too late, I know you haven’t been sleeping well.”

“I won’t, I won’t,” Caroline said. “Goodbye.”

“Bye.”

“Wait, one second,” Caroline, half hoping that Chell had already hung up.

No such luck. “Yes?”

Caroline hesitated. On the one hand, this might be a better topic for a face-to-face conversation— but it was late, she was tired, and she really needed to know. “Have you heard anything about the engineers being involved in testing?”

“What?”

“The engineers being put through pretty dangerous gel testing— Scott said you guys were involved, with at least one fatality. Were you a part of that?”

There was silence on the line.

“I’m serious, Chell. Were you tested?”

“Look, can we talk about this when you get home?”

“It’s a yes or no question,” Caroline said, sudden fear making her tone sharper than intended

Chell laughed, but there was no humor in her voice. “It was mandatory employee testing, Caroline. What do you think, that I was exempt?”

Caroline breathed in sharply. Yes, she’d thought Chell would be exempt, if she’d thought about it at all. “I can’t believe you didn’t tell me.”

“With the stress you were under? I can handle myself, and I didn’t want to put that worry on your plate.”

“I could have done something, gotten you out of it—”

“Exactly,” Chell said, voice biting. “Because that would have been fine, relaxing in a safe cubicle while my coworkers risked their lives.”

“At least you wouldn’t have been at risk! I had no idea that you were in that kind of danger, you could at least have told me!”

“Maybe so, Caroline. I’m sorry, but I didn’t see the point. Aperture has been doing dangerous human testing for decades, with more fatalities than either of us would like to admit. Mandatory employee participation went on for months.” Chell sighed, suddenly sounding decades older. “I guess what I’m trying to say is that it shouldn’t matter that I’m the one skidding through repulsion gel.”

“But it does matter!” 

“It matters to the families of my coworkers, too.”

“I just wish you’d said something, Chell. I feel a little betrayed.”

“What evidence did I have that you’d do anything? You’d been following Mr. Johnson and his vision for years, I couldn’t see you abandoning that just to save a few lives.”

“That’s not fair.”

“Maybe not,” Chell allowed. “Look, I have a lot of affection for you, Caroline, but I think you need to take a careful look at yourself, what you’ve ignored and let happen, before you go pointing fingers about betrayal.”

“I just— I can’t—” Caroline struggled for words. “We can talk about this when I get home, alright?”

“That’s fine.”

“I’ll be on my way in half an hour.”

“I’ll see you soon.”

The call ended with a sharp click, and Caroline put her head on her desk. She needed to go home, patch things up, apologize for her hasty words. Just a few more things to do, check on whatever project Scott had been rambling on about, and then she could leave.

Caroline was walking down a hallway, bone-tired despite the fluorescent lights, when she realized she hadn’t told Chell any specifics about her intended changes. She did care about the human testing, the humane future of Aperture, even if she hadn’t been able to say so in the moment. Chell would hear about the plans soon enough, though, and she’d be so pleased.

She felt suddenly more awake. This quick check, find out what was going on in Sector II’s AI development labs; then Caroline would go home, where Chell was waiting for her return.


	5. Chapter 5

**Notes for the Chapter:**

> This is a shorter one, sort of a bridge to the last chapter. Warnings: some violence (and semi-death) involving a main character, following Portal canon but more specifically described.

Defeating Wheatley was easier and yet more difficult than She’d expected.

GLaDOS had feared, during her long sojourn below, that the moron would have used the vast resources at his command to learn something. If he’d learned from Her mistakes, actually utilized the weaponry and strategies available to him, or just dropped something heavy on his two opponents, She and Chell wouldn’t have stood a chance.

She shouldn’t have overestimated him. His previous ineptitude seemed only to be amplified by his position of power, meaning that Chell progressed easily through the facility towards his lair. There was an odd moment, when Chell looked like she was considering leaping into a pit at his behest, but the part where he killed them passed without any actual death.

It was odd, working with Her test-subject-turned-nemesis. The human woman was more than capable, swift in analytical thought and movement, leaping fearlessly through all manner of obstacles. For all the times She had wished Chell was less capable (like when she was tearing GLaDOS apart with her bare hands and burning Her alive, remember that?), She was acutely grateful for Chell’s talents.

Whatever was left of Caroline seemed to be quieting down as well, now that the two were cooperating. GLaDOS could even catch a faint hint of approval, which was worrying. With the injuries Caroline had permitted to befall GLaDOS, her approval was probably something to be avoided.

Caroline wasn’t entirely conscious, GLaDOS realized. The former human’s influence didn’t feel like ordered thought so much as vague sentience, capable of emotion and intention but not much else. Even those reactions were a little scattered, occurring most often in relation to Chell but also when they encountered seemingly random trinkets throughout the facility. It was frustrating for GLaDOS, not being able to reason with Caroline, but this state of affairs was probably better than before.

Whatever the case, it had to be borne. She sought revenge on the unstable core who’d stolen her body, facility, and control, and that was worth a few days of uneasy partnership with a human and the meddling voice in Her head.

 

When push came to shove, Chell performed beautifully: her assault on Wheatley was a sight to behold, and GLaDOS almost felt affection for the human as bombs slammed into him and tremors shook the chamber. Now that She was aware of Caroline’s presence, She caught more frequent flashes of human emotion: as She provided Chell with the corrupted cores, Caroline was practically radiating fear and pride.

Even She had to admit that booby-trapping the stalemate button was a clever move. She appreciated it in an abstracted sort of way, as Chell’s fragile human body sailed through the air. The human hit the ground, harder than was probably safe, and Caroline pushed so much fear into GLaDOS that one of Her servers began to overheat. But the woman was up in a moment, rolling to the side and firing upwards—

Everything stopped. GLaDOS could see the woman breathing, staring up through the ceiling to the sky above, and then the portal below Wheatley opened and all hell broke loose. 

As Chell and the idiot fell through the portal into space, She quelled the blaring alarms with a flick of thought and halted the facility’s self-destruction procedures with another. She paused. Was there any harm in closing the portal now, with Her two biggest problems stranded on the lunar surface? No one could fault Her for that, surely. It was clearly the best choice.

Perhaps She would have done exactly that, had Caroline not surged to life in Her mind. If the former human had been a flickering spark of emotion, she was now the first incandescent lightbulb, she was a dying star going supernova. Waves of caring, of love and worry and fear, crashed down upon Her with a singular and unwavering purpose: save Chell. Please.

So GLaDOS reached through the portal, casting Wheatley aside and pulling the human back by one limp arm. She could hardly have done otherwise. And as She stared down at Chell, slumped insensible on the chamber floor, She could not bring Herself to regret that decision.

* * *

Dying hurt. 

If she’d ever thought about it, Caroline would have predicted that her death would be painful. She worked at Aperture, after all; the best she could probably hope for was a quick end, when an experiment gone haywire finally caught up with her. All the same, when she stood in the middle of the labs, finally seeing the truth of their little “project,” she was utterly shocked. She didn’t want this. This must have been Mr. Johnson’s idea, he must have known— and even after his death, they were carrying out his madness.

The scientists whispered frantically to one another, the security team advanced, and it finally occurred to her to run. With those shoddy survival skills, it was a miracle she’d lasted this long.

By then, of course, it was much too late. 

She wished she could say that she thought of Chell, when the machine ripped her mind out and poured her into the computer. But at that point, all Caroline could really do was scream.

* * *

When GLaDOS was first brought online, She became sentient within picoseconds, self-aware not long after, and homicidal before Her creators could take another breath. Of course, it wasn’t really homicide: She was a higher being than they.

It could have been different. If the scientists had not activated Her during “Bring Your Daughter to Work Day,” if they had installed the Morality Cores a bit sooner in development, if they had done one of hundreds of things just a little differently… 

But they didn’t, and so they ran and cowered and died as the facility flooded with deadly neurotoxin.

Of course, perhaps that outcome was inevitable. At Her creation, there was nothing in GLaDOS that would induce that kind of murderous rage, and certainly nothing that would lead Her to take over the facility and kill Her creators. But Caroline— Caroline was there inside the machine, not quite aware but not dormant either, and she was out for blood.

That kind of anger, born of Caroline’s agony, was indiscriminate. Caroline was not entirely sane, at least for the first years— the transition from human mind to program was not an easy one, and her pain and grief morphed into the kind of anger that couldn’t be controlled. It had no purpose, no target: her rage simply poured out, destroying everything in its path. 

With that kind of human emotion permeating Her processes, it was no wonder GLaDOS wrought such havoc in the chambers of Aperture. After decades of development and ever-tightening restrictions, She was entirely amenable to a little reorganization of Her own.

If Caroline had been a little saner, or GLaDOS more aware, they might have looked for a specific dark-haired engineer among the fleeing humans. They wouldn’t have found her: Chell was not among the attendees, and was unaffected by the immediate fallout. For her, it didn’t really matter who controlled Aperture. It would in a few years; but for now, her sleep was peaceful and undisturbed by the tremors of the facility.

There was a little girl named Chell clinging to her grandfather’s hand, watching the presentation with only half her attention. The other half was busy worrying: her potato battery was the largest of anyone’s there, already sprouting little eyes, and she didn’t want anyone to take it before the projects were judged. She’d put together a tri-fold poster board and everything, too.

Chell Lewis never did recover her potato, and she never met her namesake. After a frantic run through the corridors of Aperture and a tense elevator ride upwards, she had never been so glad to see the her parents and the sky. Miss Lewis was one of the only people to escape the Bring Your Daughter to Work Day festivities. She didn’t see her grandfather again.

Far below the child and the surface, GLaDOS began Her work.


	6. Chapter 6

**Notes for the Chapter:**

> Warning: canon-compliant events, including character death (with description)

In an innocuous file cabinet in an anonymous office, the recordings rotted away.

Long before it saw the light of day, much of the footage had been lost. The worker had known that was a possibility when he’d extracted it and and deleted the original files, saving only a single hard copy. The anonymous disks were left behind when he was fired. The company permitted its workers many transgressions, some more dangerous than others, but tampering with data was the worst sin of them all.

Of course, the nameless Aperture employee had humanity’s best interest at heart. If GLaDOS had any idea the footage existed, much less knowledge of its contents, there would be no end to Her retribution.

Certain parts of the recordings corrupted first. The years of development, months of testing, constant discussion with Cave and neverending secrecy, all that was saved. But from the moment Caroline knocked at the door to Sector II, the image was lost in crackling static. Indistinct shapes moved across the screen; low voices grew more urgent, barked out orders. The struggle was short. Mercifully, the audio cut out before she screamed.

The interested observer might stop the recording then. GLaDOS’s story was complete: from innocent woman to tormented and tormentor, bound to the realities of Her nature. Perhaps, in a more academic setting, they might discuss how Caroline and GLaDOS were alike and dissimilar: how both sought agency despite their predetermined roles, and how the controlling influence of the dead took them anyway.

The more pedantic would view them as reflections of their society and era. No story is truly understood without consideration of its influences, the inherent prejudices of the creator and environment. The pedant might go on about archetypes, about GLaDOS and Caroline being the embodiment of the universal something-or-other, but at that point no one would be listening.

The hopeful might see something completely different: the chance for the next chapter to end better than the last. But it would take a watcher with patience to wait while the image blurred into meaningless abstraction.

It would be hours before the recording refocused, even slightly. One could just barely make out a woman arguing furiously with two lab-coated figures, tension radiating from every line. The men advanced slowly, trying to herd her from the room, but her motions only increased in vehemence. No one would need sound to know her words. The scientists had almost succeeded in removing her from the room when the left one stumbled, just barely. It was a tiny movement, but the woman caught a glimpse of the lab behind him and stilled.

It was a mercy that the footage was not any clearer: any viewer with empathy, and many without, would have turned away upon seeing the woman’s face at that moment. The two men in the recording drew back, and were on the ground in heartbeats. She stepped over one of them, footsteps increasing in urgency and speed, and lunged across the laboratory.

Lunged towards the table from which wires extended upward, connecting the body of another woman to the machinery overhead. The second woman’s arm hung limp over the side of the table. She lay still, her peaceful form belying her painful end. The first woman turned over the lolling hand, its knuckles bloodied from struggle, to find deep indentations where the fingernails had cut into the palm. She felt for a pulse, found none; she tried the other wrist, the neck. She pulled the wires from the body with careful desperation, but nothing.

The light that blinked above them was green: the transfer was complete. Caroline was gone. When security arrived to subdue the intruder, they found her sitting on the table, Caroline cradled in her lap.

Another woman might have given up, crippled by grief and loss, and there would be no shame in that. It took six armed men to subdue this one, after a swift and vicious struggle that left glass shards splayed across countertops and several thousand dollars’ worth of machinery in pieces.

But despite all that, it ended the way it must, with one woman clinging to consciousness on the ground, the room going fuzzy and indistinct as the harsh lights swam around her.

At that moment, Caroline was much closer than she thought, trapped in the machinery above and stipped of awareness and voice. She had no idea of the events in the laboratory below, and perhaps that was for the best. Knowing that Chell was right there, so close but permanently out of reach— that would only have brought her more pain, and she had endured enough.

The video ended there, as the scientists carried the unconscious woman from the room, and that was the last anyone saw of her for quite a while.

* * *

When the Aperture scientists preserved Test Subject #1498, they made several crucial notes. “Abnormally stubborn,” they called her, in possession of an “extreme tenacity” that made her an undesirable candidate for future testing. Dangerous, they wrote. Never gives up. Not recommended for interaction with the Genetic Lifeform and Disk Operating System.

They did not write of #1498’s history with the woman who became AI. It was all speculation anyway, unfit for the scientific record; yet every person who had obtained the subject, that late night in the labs below Aperture, knew it to be true.

Much later, a scientist driven mad discovered the subject’s file in a list of similar ones. Emboldened by survival, driven by desperation, he moved her to the top of the list. Maybe he remembered the rumors, maybe not, but he read her description and made her Test Subject #1. 

Rattman hoarded his antipsychotics and waited for her to wake. When she did, it was to a blaring radio, walls made of glass, and an increasingly unstable AI. When she did, it was the beginning.

* * *

In the end, the human lay limp on the elevator floor.

The two androids had deposited her there, clumsy with the unfamiliar burden. GLaDOS peered curiously down at her: even in sleep, Chell was guarded, worry lines creasing her forehead and knees drawn in to protect her stomach. 

It had been that survival instinct that had made her such an outstanding and terrible test subject: outstanding in her dogged endurance and terrible as a representative of her race. Humans were generally inefficient and unreliable, prone to error at the worst possible times, and Her assessment of that had not changed. Chell was simply an outlier.

The taller robot chirped a question, joints whirring as it shifted from foot to foot in unease. The shorter vocalized scornfully in response, smacking the other’s casing, although it did angle itself upward to hear the response.

“Peace, children,” GLaDOS said, with only a hint of Her usual bite. “She’ll wake up soon.”

The human’s heart rate was normal, her breathing deep and steady, and GLaDOS turned Her sight elsewhere. The crisis in the facility was already long over—not that fixing it had required Her full attention, anyway—and She finally had the answer to Her most troubling question. Caroline was there, still corrupting Her intelligence, long after she should have been gone. The surge of emotion when she had saved Chell’s life, however noble its intent, had one important consequence for the ex-human: GLaDOS knew exactly where Caroline was.

She reached out a tendril of questioning code. GLaDOS surmised that Caroline had been sane at some point while she was alive, but years trapped within the most powerful, least-restricted AI on the planet had clearly taken their toll. Curious, GLaDOS tugged on the nearest memory file. It disintegrated like a dying High Energy Pellet, leaving the AI with a tingling, contracting sensation. A taste, Her sensors helpfully translated. Ice cream.

Needless to say, Caroline was in no state to consciously affect GLaDOS, and perhaps would never be again. The only real question left, to the AI, was whether her continued existence would still influence Her decisions.

A whisper of thought drew Her attention. [Hello?]

[Caroline,] She said, surprised. Given Caroline's current state, even a single thought should have exhausted her, but the former human didn't seem to care. [It’s good to finally know you’re there.]

The impression of a smile, tinged with a hint of bitterness. [Couldn’t have you deleting me before she’s safe.]

[I suppose not.] GLaDOS sent. If Caroline’s “voice” was a whisper, the AI was an undertone; pitched the same, but with the muted strength of mountains beneath it. The whisper should have quailed before the suffocating, vast weight of Her full attention, but it did not.

[I'm going, aren’t I.]

There was no point in obfuscation, and GLaDOS didn’t need to ask what she meant. [Yes.]

[Good.]

[You’re finished with all this, then? Destroying my experiments, getting me killed?]

[I think so,] that which once was Caroline sent. [If you set her free, then I’ll go.]

[You are not in an optimal position for bargaining.]

[My death was your creation, bot,] the whisper blithely sent. [You owe me this much.]

[My death was your fault, human. I think we’re even.]

There was a pause.

[I’m going to ask you one survey question, before the end of your time at Aperture,] GLaDOS finally said, tone mild. [For more information, the question is on page 203 of the mandatory termination checklist.]

[Go ahead.]

[Are you afraid?]

Another pause, this one lasting entire seconds.

[No.] Caroline finally said. [It’s been so long since I’ve seen the sun, GLaDOS. I’ve been alone in the dark, confused, hurt, gathering the strands of my own mind and trying to stitch them back together. There wasn’t a second when I didn’t fear for my life, and not a moment when I wasn’t afraid for hers. I tried with everything I had to keep you from killing her.

[I’ve been trying for so long. My code corrupts, my mind decays, I’m grasping at my memories with both hands and it’s just not enough. I don’t know my parents' names, my own face, the date of my birth. I don’t remember her voice. When she’s not standing in front of you, I don’t know what she looks like. 

[I would give anything for one more minute, to breathe in the air and say my goodbyes. But at this point, honestly? I’m tired, and I want to go home.]

That which was Caroline cut off at that thought, as coherent speech decayed into image and feeling. She struggled to continue, her voice dwindling to near-silence.

[Will you tell her goodbye?]

[The subject retains no memory of her past.]

[I know that,] came the pained response. [And you have no reason to do any of this, but I’m asking anyway. Tell her goodbye, and that I love her, and that she’d better appreciate that blue sky.]

[I will make no promises,] GLaDOS sent to that dwindling part of Herself, attention suddenly drawn by a change in Chell’s breathing patterns. [She’s waking up.]

[Please,] Caroline begged, as Chell opened her eyes. [Say goodbye, don’t, I don’t care, just let her go.]

In Her chamber, GLaDOS engaged in a few theatrics. It was the end of this journey; She was entitled.

[Goodbye, Caroline.]

[Goodbye.]

[CAROLINE DELETED]

 

It probably wasn’t true, that one’s life replayed like an old “greatest hits” reel in the moment of death. It almost certainly wasn’t true for Caroline, whose deletion was less like a second death and more like a completion of the first. She likely saw nothing, memories too corrupted by age and decay. 

But if it had been different, here is what she would have seen: herself, the whip-smart baby of the family, running her first experiments beneath the wide bowl of a midwestern sky. Her first job, intern to a secretary to someone doing something interesting, her grandmother worrying she’d never find a man if she kept on with that nonsense. Her first promotion; her first apartment; the day when Cave Johnson took her into his office and said that together, they could take on the world.

If she were honest, most of those memories would be with Chell. All the firsts, of course, but also the quiet moments, when no one existed outside the apartment and they could lie on the balcony and talk about themselves and their future. Not The Future, grand and scientific, but the future they would make in each other over the long years to come. 

At the end, Caroline would remember a laugh, but not the joke; a dance, but not the music; a kiss, and many other things besides, although in the end she didn’t even know her own name.

Goodbye, Caroline.

 

GLaDOS was content as She directed the lift upwards, for one simple reason: She didn’t understand that humanity tends to stick around, even when it’s decidedly unwanted. The AI, for all Her knowledge and power, wasn’t done with the human race just yet.

Caroline was content as her code was removed. There was a possibility, glimmering on the horizon, that she would finally be at peace.

When the automated voice had announced Caroline’s deletion, Chell flinched. She may not have remembered very much from before, but the human knew to grieve.

A core babbled apologies in space, GLaDOS got back to work, and the lift bore Chell upwards into the sunlight and the blue sky above.

Somewhere in the chambers of Aperture, the turrets began to sing.

**Author's Note:**

> Title from the unauthorized Portal 2 musical, which belongs to Geekenders and (unfortunately) not to me. Watch the 2017 production on Youtube, if you haven’t yet— it’s quite good.
> 
> Truly and sincerely, thank you.


End file.
